The undersigned, acting under delegated authority, has fully considered all available facts and
information relevant to the factors of Section 6 of the Federal Deposit Insurance Act and relating
to the application for federal deposit insurance, with membership in the Bank Insurance Fund, for
Community National Bank, a proposed new bank with the main office to be located at 422
Commercial Street, Waterloo, Black Hawk County, Iowa, and a branch office to be located at
2322 West 1st Street, Cedar Falls, Black Hawk County, Iowa, and has concluded that the
application should be approved.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the
application submitted by Community National Bank for federal deposit insurance should be, and
the same hereby is, approved subject to the following conditions:

1. That beginning paid-in capital funds of not less than $6,000,000 be provided, with
$3,000,000 allocated to common stock and $3,000,000 allocated to surplus;

2. That a Tier I Leverage Capital Ratio, as defined in Part 325 of the FDIC's Rules
and Regulations, of no less than 8% be maintained during the bank's first three
years of operation;

3. That any changes in proposed management of the bank or proposed ownership (10
percent or more of stock) of the bank or parent holding company, including new
acquisitions of or subscriptions to 10 percent or more of stock, will render this
commitment null and void unless such proposed change is approved by the FDIC
prior to the opening of the bank;

4. That any stock warrants issued by the parent holding company as a form of a
stock benefit plan require, as a minimum, a period of three years from the date the
bank begins operations for holders to become fully vested;

5. That any stock warrants issued by the parent holding company as a form of a
stock benefit plan cannot be transferred during the first year of the bank's
operation, or thereafter until any vesting requirements have been met;

6 That federal deposit insurance shall not become effective unless and until the
applicant has been established as a national bank, that it has authority to conduct a
banking business and that its establishment and operation as a bank have been
fully approved by the Office of the Comptroller of the Currency,

7. That until the bank commences business, the Corporation shall have the right to
alter, suspend, or withdraw said approval should any interim development be
deemed to warrant such action;

8. That until the bank commences business, if the Corporation revises its Policy
Statement on "Applications for Deposit Insurance" so as to differ in content with
any conditions imposed herein, the Corporation shall have the right to alter said
conditions to conform to such revised Policy Statement;

9. That if federal deposit insurance has not become effective within twelve months
from the date of this Order, or unless, in the meantime, a request for an extension
of time has been approved by the Corporation, the consent granted shall expire at
the end of said twelve-month period.

Dated at Washington, D.C., this 24th day of June, 1997.

FEDERAL DEPOSIT INSURANCE CORPORATION

Cottrell L. Webster
Acting Associate Director
Division of Supervision

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Community National Bank (Proposed)
Waterloo, Black Hawk County, Iowa

Application for Federal Deposit Insurance
(Bank Insurance Fund)

STATEMENT

Pursuant to the provisions of Section 5 of the Federal Deposit Insurance Act (12 U.S.C. 1815).
an application for federal deposit insurance, with membership in the Bank Insurance Fund, has
been filed on behalf of Community National Bank, a proposed new bank with a main office to be
located at 422 Commercial Street, Waterloo, Black Hawk County, Iowa, and a branch office to
be located at 2322 West 1st Street, Cedar Falls, Black Hawk County, Iowa.

The proponents have delineated Black Hawk County as the primary trade area of the proposed
bank. A review of the proposed bank's CRA Statement and other available information indicates
that no inconsistencies with the purposes of the Community Reinvestment Act appear to exist.

Initial capitalization is adequate, and acceptable deposit growth and operating profits within a
reasonable period of time are projected. The factors relating to general character and fitness of
management and risk to the deposit insurance fund have been resolved as favorable.

Accordingly, based on a careful evaluation of all available relevant facts and information, the
Acting Associate Director, acting under delegated authority, has concluded that approval of the
application is warranted.